SHARE
      EXCHANGE AGREEMENT

    


    Among:

    


    SINOBIOPHARMA,
      INC.

    


    And:

    


    DONGYING
      PHARMACEUTICAL CO, LIMITED

    


    And:

    


    THE
      SHAREHOLDERS OF

    DONGYING
      PHARMACEUTICAL CO, LIMITED

    


    Notice
      to the Shareholder of Dongying Pharmaceutical Co,
      Limited:
      The
      Shareholders of Dongying Pharmaceutical Co, Limited are hereby advised by each
      of Devlin Jensen, counsel for Sinobiopharma, Inc., and Sinobiopharma, Inc.
      to
      obtain independent legal advice with respect to his review and execution of
      this
      Share Exchange Agreement.

     

    
      
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
 

    SHARE
      EXCHANGE AGREEMENT

    


    THIS
      SHARE EXCHANGE AGREEMENT
      is dated
      and made for reference effective as fully executed on this 19th
      day of
      August, 2008.

    


    BETWEEN:

    


    SINOBIOPHARMA
      INC.,
      a
      corporation organized under the laws of the State of Nevada and having an
      address for notice and delivery located at 2820 W. Charleston Blvd., Suite
      22,
      Las Vegas, Nevada 89102

    


    (the
      “Acquirer”);

    OF
      THE FIRST PART

    


    AND:

    


    DONGYING
      PHARMACEUTICAL CO, LIMITED,
      a
      corporation organized under the laws of the British Virgin Islands and having
      an
      address for notice and delivery located at 1225 Prince’s Building, 10 Charter
      Road, Central, Hong Kong

    


    (the
      “Company”);

    OF
      THE SECOND PART

    


    AND:

    


    MORE
      BIG GLOBAL LIMITED, BVI,
      a
      shareholder of Dongying Pharmaceutical Co, Limited, having an address for notice
      and delivery at 1225 Prince’s Building, 10 Charter Road, Central, Hong
      Kong

    


    (“More
      Big”);

    OF
      THE THIRD PART

    


    AND:

    


    EAST
      TOP HOLDINGS LIMITED, a
      shareholder of Dongying Pharmaceutical Co, Limited, having an address for notice
      and delivery at 1225 Prince’s Building, 10 Charter Road, Central, Hong
      Kong

    


    (“East
      Top”)

    OF
      THE FOURTH PART

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      
 

    AND:

    


    GLOBAL
      ADVOCATE HOLDINGS LIMITED, a
      shareholder of Dongying Pharmaceutical Co, Limited, having an address for notice
      and delivery at 1225 Prince’s Building, 10 Charter Road, Central, Hong
      Kong

    


    (“Global”)

    OF
      THE FIFTH PART

    


    AND:

    


    SINO
      RUN INTERNATIONAL LIMITED, a
      shareholder of Dongying Pharmaceutical Co, Limited, having an address for notice
      and delivery at 1225 Prince’s Building, 10 Charter Road, Central, Hong
      Kong

    


    (“Sino
      Run”)

    OF
      THE SIXTH PART

    


    AND:

    


    CHINA
      SHARP HOLDINGS LIMITED, a
      shareholder of Dongying Pharmaceutical Co, Limited, having an address for notice
      and delivery at 1225 Prince’s Building, 10 Charter Road, Central, Hong
      Kong

    


    (“China
      Sharp”)

    OF
      THE SEVENTH PART

    


    


    (More
      Big, East Top, Global, Sino Run and China Sharp, each being hereinafter
      singularly referred to as a “Vendor”
and
      collectively referred to as the “Vendors”
as
      the
      context so requires”);

    


    (the
      Vendors, the Company and the Acquirer being hereinafter singularly also referred
      to as a “Party”
and
      collectively referred to as the “Parties”
as
      the
      context so requires).

    


    WHEREAS:

    


    A. The
      Company is a body corporate subsisting under and registered pursuant to the
      laws
      of the British Virgin Islands;

    


    B. The
      Company is the sole shareholder of Big Global Limited, a company organized
      under
      the laws of Hong Kong, and Big Global Limited is the sole shareholder/registered
      owner of 100% of the capital of DongYing (Jiangsu) Pharmaceuticals Co., Ltd.,
      a
      company organized under the laws of China, which is in the business of the
      research, production and development of biopharmaceutical products
      (collectively, the “Company’s
      Business”);


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      
 

    C. The
      Vendors are the legal and beneficial owner of all of the issued and outstanding
      shares in the capital of the Company (the “Company
      Stock”);
      the
      particulars of the registered and beneficial ownership of such Company Stock
      being set forth in Schedule “A” which is attached hereto and which forms a
      material part hereof;

    


    D. The
      Parties hereto have agreed to enter into this Share Exchange Agreement (the
      “Agreement”)
      which
      formalizes and which clarifies their respective duties and obligations in
      connection with the acquisition by the Acquirer from the Vendors of all of
      the
      Company Stock together with the further development of the Company’s Business as
      a consequence thereof; and

    


    E. The
      exchange of Company Stock for Acquirer Stock is intended to constitute a
      tax-free reorganization under Section 368 of the Internal Revenue Code of 1986,
      as amended (the “Code”),
      or
      such other tax free reorganization exemptions that may be available under the
      Code.

     

    NOW
      THEREFORE THIS AGREEMENT WITNESSETH that
      in
      consideration of the mutual promises, covenants and agreements herein
      contained, THE
      PARTIES HERETO COVENANT AND AGREE WITH EACH OTHER
      as
      follows:

    


    Article
      1

    DEFINITIONS

    


    1.1 Definitions.
      For the
      purposes of this Agreement, except as otherwise expressly provided or unless
      the
      context otherwise requires, the following words and phrases shall have the
      following meanings:

    


    
      	 	
              (a)

            	
              “Action”
                has the meaning ascribed to it in Article “4.1(v)”
                hereinbelow;

            


    

    


    
      	 	
              (b)

            	
              “Acquirer”
                means Sinobiopharma, Inc., a corporation organized under the laws
                of the
                State of Nevada, or any successor company, however formed, whether
                as a
                result of merger, amalgamation or other
                action;

            


    

    


    
      	 	
              (c)

            	
              “Acquirer
                Commission Documents”
                has the meaning ascribed to it in Article “4.1(q)”
                hereinbelow;

            


    

    


    
      	 	
              (d)

            	
              “Acquirer’s
                Initial Due Diligence”
                has the meaning ascribed to it in Article “5.1(b)”
                hereinbelow;

            


    

    


    
      	 	
              (e)

            	
              “Acquirer
                Material Adverse Effect”
                means a material adverse effect on Acquirer, a material adverse effect
                on
                the ability of the Acquirer to perform its obligations under this
                Agreement or on the ability of the Acquirer to consummate the
                Takeover;

            


    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      
 

    
      	 	
              (f)

            	
              “Acquirer’s
                Ratification”
                has the meaning ascribed to it in Article “5.1(a)”
                hereinbelow;

            


    

    


    
      	 	
              (g)

            	
              “Acquirer
                Stock”
                means the 40,000,000 (post-forward stock split on a basis of 50 new
                shares
                for each one old share) shares of common stock of the Acquirer to
                be
                issued and delivered to the Vendors on a pro rata basis as the
                Consideration for the Company
                Stock;

            


    

    


    
      	 	
              (h)

            	
              “Agreement”
                means this “Share Exchange Agreement” as entered into among the Vendors,
                the Company and the Acquirer herein, together with any amendments
                thereto
                and any Schedules as attached
                thereto;

            


    

    


    
      	 	
              (i)

            	
              “Board
                of Directors”
                means, as applicable, the respective Board of Directors of each of
                the
                Parties hereto as duly constituted from time to
                time;

            


    

    


    
      	 	
              (j)

            	
              “business
                day”
                means any day that is not a Saturday, Sunday or other day on which
                commercial banks in New York, New York, are authorized or required
                by law
                to remain closed;

            


    

    


    
      	 	
              (k)

            	
              “Business
                Documentation”
                means any and all records and other factual data and information
                relating
                to the Company’s Business interests and assets and including, without
                limitation, all plans, agreements and records which are in the possession
                or control of the Vendors or the Company in that
                respect;

            


    

    


    
      	 	
              (l)

            	
              “Closing”
                has the meaning ascribed to it in Article “6.1”
                hereinbelow;

            


    

    


    
      	 	
              (m)

            	
              “Closing
                Date”
                has the meaning ascribed to it in Article “6.1”
                hereinbelow;

            


    

    


    
      	 	
              (n)

            	
              “Code”
                has the meaning ascribed to it in recital “E.”
                hereinabove;

            


    

    


    
      	 	
              (o)

            	
              “Commission”
                means the United States Securities and Exchange
                Commission;

            


    

    


    
      	 	
              (p)

            	
              “Company”
                means Dongying Pharmaceutical Co, Limited, a corporation organized
                under
                the laws of the British Virgin Islands, or any successor company,
                however
                formed, whether as a result of merger, amalgamation or other
                action;

            


    

    


    
      	 	
              (q)

            	
              “Company’s
                Assets”
                means all assets, contracts, equipment, goodwill, inventory and
                Intellectual Property of the
                Company;

            


    

    


    
      	 	
              (r)

            	
              “Company’s
                Business”
                has the meaning ascribed to it in recital “B.”
                hereinabove;

            


    

    


    
      	 	
              (s)

            	
              “Company’s
                Financial Statements”
                has the meaning ascribed to it in Article “3.3(s)”
                hereinbelow;

            


    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      
 

    
      	 	
              (t)

            	
              “Company
                Stock”
                has the meaning ascribed to it in recital “C.” hereinabove; the
                particulars of the registered and beneficial ownership of such Company
                Stock being set forth in Schedule “A” which is attached
                hereto;

            


    

    


    
      	 	
              (u)

            	
              “Consideration”
                has the meaning ascribed to it in Article “2.2”
                hereinbelow;

            


    

    


    
      	 	
              (v)

            	
              “Defaulting
                Party”
                and “Non-Defaulting
                Party”
                have the meanings ascribed to them in Article “13”
                hereinbelow;

            


    

    


    
      	 	
              (w)

            	
              “Encumbrances”
                means mortgages, liens, charges, security interests, encumbrances
                and
                third party claims of any nature;

            


    

    


    
      	 	
              (x)

            	
              “Exchange
                Act”
                means the Securities Exchange Act of 1934, as
                amended;

            


    

    


    
      	 	
              (y)

            	
              “Execution
                Date”
                means the actual date of the complete execution of this Agreement
                and any
                amendment thereto by all Parties hereto as set forth on the front
                page
                hereof;

            


    

    


    
      	 	
              (z)

            	
              “GAAP”
                means United States generally accepted accounting principles applied
                on a
                consistent basis during the periods involved (except (i) as may be
                otherwise indicated in such financial statements or the notes thereto
                or
                (ii) in the case of unaudited interim statements, to the extent they
                may
                not include footnotes or may be condensed or summary
                statements);

            


    

    


    
      	 	
              (aa)

            	
              “Indemnified
                Party”
                and “Indemnified
                Parties”
                have the meanings ascribed to them in Article “8.1”
                hereinbelow;

            


    

    


    
      	 	
              (ab)

            	
              “Intellectual
                Property”
                means all right and interest to all patents, patents pending, inventions,
                know-how, any operating or identifying name or registered or unregistered
                trademarks and trade names, all computer programs, licensed end-user
                software, source codes, products and applications (and related
                documentation and materials) and other works of authorship (including
                notes, reports, other documents and materials, magnetic, electronic,
                sound
                or video recordings and any other work in which copyright or similar
                right
                may subsist) and all copyrights (registered or unregistered) therein,
                industrial designs (registered or unregistered), franchises, licenses,
                authorities, restrictive covenants or other industrial or intellectual
                property;

            


    

    


    
      	 	
              (ac)

            	
              “OTCBB”
                means the Over-the-Counter Bulletin
                Board;

            


    

    


    
      	 	
              (ae)

            	
              “Parties”
                or “Party”
                means, respectively, the Vendors, the Company and/or the Acquirer
                hereto,
                as the case may be, together with their respective successors and
                permitted assigns as the context so
                requires;

            


    

    


    
      	 	
              (ae)

            	
              “person”
                or “persons”
                means an individual, corporation, partnership, party, trust, fund,
                association and any other organized group of persons and the personal
                or
                other legal representative of a person to whom the context can apply
                according to law;

            


    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      
 

    
      	 	
              (af)

            	
              “Securities
                Act”
                means the Securities Act of 1933, as
                amended;

            


    

    


    
      	 	
              (ag)

            	
              “Takeover”
                means that transaction or series of transactions pursuant to which
                the
                Acquirer will acquire all of the Company Stock of the Company from
                the
                Vendors in exchange for the issuance by the Acquirer of 40,000,000
                (post-forward stock split on a basis of 50 new shares for each one
                old
                share) shares of common stock of the Acquirer and all matters necessarily
                ancillary thereto;

            


    

    


    
      	 	
              (ah)

            	
              “Time
                of Closing”
                means 2:00 o’clock, p.m. (New York City Time) on the Closing
                Date;

            


    

    


    
      	 	
              (ai)

            	
              “Transfer
                Agent”
                means Empire Stock Transfer; and

            


    

    


    
      	 	
              (aj)

            	
              “Vendors”
                means the shareholders of the Company who have executed this Agreement
                as
                a Party hereto.

            


    

     

    1.2 Schedules. For
      the
      purposes of this Agreement, except as otherwise expressly provided or unless
      the
      context otherwise requires, the following shall represent the Schedules which
      are attached to this Agreement and which form a material part
      hereof:

    


    
      	
              Schedule

            	 	
              Description

            
	
               

            	 	 
	
              Schedule
                “A”:

            	 	
              Company
                Stock and Vendors;

            
	
              Schedule
                “B”

            	 	
              Financial
                Statements;

            
	
              Schedule
                “C”

            	 	
              Material
                Contracts;

            
	
              Schedule
                “D”

            	 	
              Encumbrances;

            
	
              Schedule
                “E”

            	 	
              Pending,
                Outstanding or Unresolved Claims or Grievances; and

            
	
              Schedule
                “F”

            	 	
              Banks
                and Bank Accounts.

            


    

    


    1.3 Interpretation. For
      the
      purposes of this Agreement, except as otherwise expressly provided or unless
      the
      context otherwise requires:

    


    
      	 	
              (a)

            	
              the
                words “herein”, “hereof” and “hereunder” and other words of similar import
                refer to this Agreement as a whole and not to any particular Article,
                section or other subdivision of this
                Agreement;

            


    

    


    
      	 	
              (b)

            	
              any
                reference to an entity shall include and shall be deemed to be a
                reference
                to any entity that is a permitted successor to such entity;
                and

            


    

    


    
      	 	
              (c)

            	
              words
                in the singular include the plural and words in the masculine gender
                include the feminine and neuter genders, and vice
                versa.

            


    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      
 

    Article
      2

    EXCHANGE
      OF SHARES

    


    2.1 Exchange
      by Vendors.
      Subject
      to the terms and conditions hereof and based upon the representations and
      warranties contained in Articles “3” and “4” hereinbelow and prior satisfaction
      of the conditions precedent which are set forth in Article “5” hereinbelow, the
      Vendors hereby agree to assign, sell and transfer at the Closing Date (as
      hereinafter determined) all of their respective rights, entitlement and interest
      in and to the Company Stock to the Acquirer and the Acquirer hereby agrees
      to
      acquire all of the Company Stock from the Vendors on the terms and subject
      to
      the conditions contained in this Agreement.

    


    2.2 Consideration.
      The
      aggregate consideration (the “Consideration”)
      for
      all of the Company Stock will be satisfied by way of the issuance and delivery
      by the Acquirer to the Vendors, in accordance with section “2.3” hereinbelow, of
      an aggregate of 40,000,000 (post-forward stock split on a basis of 50 new shares
      for each one old share) shares of common stock in the capital of the Acquirer
      (the “Acquirer
      Stock”)
      on a
      pro rata basis in accordance with each Vendors percentage ownership in the
      Company.

    


    2.3 Resale
      Restrictions.
      The
      Vendors hereby acknowledge and agree that the Acquirer makes no representations
      as to any resale or other restriction affecting the Acquirer Stock and that
      it
      is presently contemplated that the Acquirer Stock will be issued by the Acquirer
      to the Vendors in reliance upon the registration and prospectus exemptions
      contained in the Securities Act, or “Regulation
      S”
      promulgated under the Securities Act which will impose a trading restriction
      in
      the United States on the Acquirer Stock for a period of at least 6 months from
      the Closing Date (as hereinafter determined). In addition, the obligation of
      the
      Acquirer to issue the Acquirer Stock pursuant to section “2.2” hereinabove will
      be subject to the Acquirer being satisfied that an exemption from applicable
      registration and prospectus requirements is available under the Securities
      Act
      and all applicable securities laws, in respect of the Vendors and related
      Acquirer Stock, and the Acquirer shall be relieved of any obligation whatsoever
      to acquire any Company Stock of the Vendors and to issue Acquirer Stock in
      respect of the Vendors where the Acquirer reasonably determines that a suitable
      exemption is not available to it.

    


    Article
      3

    REPRESENTATIONS,
      WARRANTIES AND COVENANTS

    BY
      THE COMPANY AND THE VENDOR

    


    3.1 General
      Representations, Warranties and Covenants by the Company and the
      Vendors.
      In
      order to induce the Acquirer to enter into and consummate this Agreement, the
      Company and the Vendors, severally but not jointly, represent to, warrant to
      and
      covenant with the Acquirer, with the intent that the Acquirer will rely thereon
      in entering into this Agreement and in concluding the transactions contemplated
      herein, that, to the best of the knowledge, information and belief of each
      of
      the Vendors and the Company, after having made due inquiry:


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      
 

    
      	
            	(a)	
              if
                a corporation, it is duly organized under the laws of its respective
                jurisdiction of incorporation and is validly existing and in good
                standing
                with respect to all statutory filings required by the applicable
                corporate
                laws;

            


    

    


    
      	
            	(b)	
              it
                is qualified to do business in those jurisdictions where it is necessary
                to fulfill its obligations under this Agreement and it has the full
                power
                and authority to enter into this Agreement and any agreement or instrument
                referred to or contemplated by this
                Agreement;

            


    

    


    
      	
            	(c)	
              it
                has the requisite power, authority and capacity to own and use all
                of its
                respective business assets and to carry on its respective business
                as
                presently conducted by it and to fulfill its respective obligations
                under
                this Agreement;

            


    

    


    
      	
            	(d)	
              the
                execution and delivery of this Agreement and the agreements contemplated
                hereby have been duly authorized by all necessary action, corporate
                or
                otherwise, on its respective part;

            


    

    


    
      	
            	(e)	
              there
                are no other consents, approvals or conditions precedent to the
                performance of this Agreement which have not been
                obtained;

            


    

    


    
      	
            	(f)	
              this
                Agreement constitutes a legal, valid and binding obligation of it
                enforceable against it in accordance with its terms, except as enforcement
                may be limited by laws of general application affecting the rights
                of
                creditors;

            


    

    


    
      	
            	(g)	
              no
                proceedings are pending for, and it is unaware of, any basis for
                the
                institution of any proceedings leading to its respective dissolution
                or
                winding up, or the placing of it in bankruptcy or subject to any
                other
                laws governing the affairs of insolvent companies or
                persons;

            


    

    


    
      	
            	(h)	
              the
                making of this Agreement and the completion of the transactions
                contemplated hereby and the performance of and compliance with the
                terms
                hereof does not and will not:

            


    

    


    
      	
            	(i)	
              if
                a corporation, conflict with or result in a breach of or violate
                any of
                the terms, conditions or provisions of its respective organizational
                documents;

            


    

    


    
      	
            	(ii)	
              conflict
                with or result in a breach of or violate any of the terms, conditions
                or
                provisions of any law, judgment, order, injunction, decree, regulation
                or
                ruling of any Court or governmental authority, domestic or foreign,
                to
                which it is subject, or constitute or result in a default under any
                agreement, contract or commitment to which it is a
                party;

            


    

    


    
      	
            	(iii)	
              give
                to any party the right of termination, cancellation or acceleration
                in or
                with respect to any agreement, contract or commitment to which it
                is a
                party;

            


    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      
 

    
      	
            	(iv)	
              give
                to any government or governmental authority, or any municipality
                or any
                subdivision thereof, including any governmental department, commission,
                bureau, board or administration agency, any right of termination,
                cancellation or suspension of, or constitute a breach of or result
                in a
                default under, any permit, license, control or authority issued to
                it
                which is necessary or desirable in connection with the conduct and
                operations of its respective business and the ownership or leasing
                of its
                respective business assets; or

            


    

    


    
      	
            	(v)	
              constitute
                a default by it, or any event which, with the giving of notice or
                lapse of
                time or both, might constitute an event of default, under any agreement,
                contract, indenture or other instrument relating to any indebtedness
                of it
                which would give any party to that agreement, contract, indenture
                or other
                instrument the right to accelerate the maturity for the payment of
                any
                amount payable under that agreement, contract, indenture or other
                instrument; and

            


    

    


    
      	 	
              (i)

            	
              neither
                this Agreement nor any other document, certificate or statement furnished
                to the Acquirer by or on behalf of any of the Vendors or the Company
                in
                connection with the transactions contemplated hereby knowingly or
                negligently contains any untrue or incomplete statement of material
                fact
                or omits to state a material fact necessary in order to make the
                statements therein not misleading which would likely affect the decision
                of the Acquirer to enter into this
                Agreement.

            


    

    


    
      	 	
              (j)

            	
              the
                Company is the sole shareholder of Big Global Limited, a company
                organized
                under the laws of Hong Kong, of which Big Global Limited is the sole
                shareholder/registered owner of DongYing (Jiangsu) Pharmaceuticals
                Co.,
                Ltd.

            


    

    


    
      	 	
              (k)

            	
              this
                Agreement has been duly authorized, executed and delivered by the
                Vendors
                and the Company and is a legal, valid and binding obligation of each
                of
                the Vendors and the Company, enforceable against each of the Vendors
                and/or the Company, as the case may be, by the Acquirer in accordance
                with
                its terms, except as enforcement may be limited by bankruptcy, insolvency
                and other laws affecting the rights of creditors generally and except
                that
                equitable remedies may be granted only in the discretion of a court
                of
                competent jurisdiction.

            


    

    


    
      	 	
              (l)

            	
              no
                person other than the Acquirer has any written or oral agreement
                or option
                or any right or privilege (whether by law, pre-emptive or contractual)
                capable of becoming an agreement, or option for the purchase or
                acquisition from the Vendors of any of the Company
                Stock.

            


    

    


    
      	 	
              (m)

            	
              the
                Company Stock is beneficially owned by the Vendors with good and
                marketable title thereto free of all Encumbrances and is registered
                in the
                books of the Company in the name of the Vendors and, without limitation
                thereto, none of the Company Stock is subject to any voting trust,
                unanimous shareholders agreement, other shareholders agreements,
                pooling
                agreements or voting
                agreements.

            


    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      
 

    
      	 	
              (n)

            	
              upon
                completion of the transactions contemplated by this Agreement, all
                of the
                Company Stock will be owned by the Acquirer as the beneficial owner
                of
                record, with good and marketable title thereto (except for such
                Encumbrances as may have been granted by the
                Acquirer).

            


    

    


    
      	 	
              (o)

            	
              the
                Vendors have no information or knowledge of any fact not communicated
                to
                the Acquirer and relating to the Company or to the Company’s Business or
                to the Company Stock which, if known to the Acquirer, might reasonably
                be
                expected to deter the Acquirer from entering into this Agreement
                or from
                completing the transactions contemplated by this
                Agreement.

            


    

    


    3.2 Representations,
      Warranties and Covenants by the Vendors respecting the Company Stock and the
      Acquirer Stock.
      In
      order to induce the Acquirer to enter into and consummate this Agreement, the
      Vendors hereby represent to, warrant to and covenant with the Acquirer, with
      the
      intent that the Acquirer will also rely thereon in entering into this Agreement
      and in concluding the transactions contemplated herein, that, to the best of
      the
      knowledge, information and belief of the Vendors, after having made due
      inquiry:

    


    
      	
            	(a)	
              the
                Vendors have good and marketable title to and are the legal and beneficial
                owner of all of the Company Stock, and each share of the Company
                Stock is
                fully paid and non-assessable and is free and clear of liens, charges,
                encumbrances, pledges, mortgages, hypothecations, security interests
                and
                adverse claims of any and all nature whatsoever and including, without
                limitation, options, pre-emptive rights and other rights of acquisition
                in
                favor of any person, whether conditional or
                absolute;

            


    

    


    
      	
            	(b)	
              the
                Vendors have the power and capacity to own and dispose of the Company
                Stock, and the Company Stock is not subject to any voting or similar
                arrangement;

            


    

    


    
      	
            	(c)	
              there
                are no actions, suits, proceedings or investigations (whether or
                not
                purportedly against or on behalf of the Vendors or the Company),
                pending
                or threatened, which may affect, without limitation, the rights of
                the
                Vendors to transfer any of the Company Stock to the Acquirer at law
                or in
                equity, or before or by any federal, state, provincial, municipal
                or other
                governmental department, commission, board, bureau, agency or
                instrumentality, domestic or foreign, and, without limiting the generality
                of the foregoing, there are no claims or potential claims under any
                relevant family relations legislation or other equivalent legislation
                affecting the Company Stock. In addition, the Vendors are not now
                aware of
                any existing ground on which any such action, suit or proceeding
                might be
                commenced with any reasonable likelihood of
                success;

            


    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      

    

     

    
      	
            	(d)	
              no
                other person, firm or corporation has any agreement, option or right
                capable of becoming an agreement for the purchase of any of the Company
                Stock;

            


    

    


    
      	 	
              (e)

            	
              the
                Vendors acknowledge that the Acquirer Stock will be issued under
                certain
                exemptions from the registration and prospectus filing requirements
                otherwise applicable under the Securities Act, and that, as a result,
                the
                Vendors may be restricted from using most of the remedies that would
                otherwise be available to the Vendors, the Vendors will not receive
                information that would otherwise be required to be provided to the
                Vendors
                and the Acquirer is relieved from certain obligations that would
                otherwise
                apply to the Acquirer, in either case, under applicable securities
                legislation;

            


    

    


    
      	 	
              (f)

            	
              the
                Vendors have not received, nor have the Vendors requested nor do
                the
                Vendors require to receive, any offering memorandum or a similar
                document
                describing the business and affairs of the Acquirer in order to assist
                the
                Vendors in entering into this Agreement and in consummating the
                transactions contemplated herein;

            


    

    


    
      	 	
              (g)

            	
              the
                Vendors acknowledge and agree that the Acquirer Stock has not been
                and
                will not be qualified or registered under the securities laws of
                the
                United States or any other jurisdiction and, as such, the Vendors
                may be
                restricted from selling or transferring such Acquirer Stock under
                applicable law;

            


    

    


    
      	 	
              (h)

            	
              the
                Vendors are resident in the jurisdiction as set forth under the Vendors’
                address in Schedule “A” which is attached hereto, and that all
                negotiations and other acts in furtherance of the execution and delivery
                of this Agreement by the Vendors in connection with the transactions
                contemplated herein have taken place and will take place solely in
                such
                jurisdiction or in the state of Nevada;
                and

            


    

    


    
      	
            	(i)	
              the
                Company Stock has been issued in accordance with all applicable securities
                and corporate legislation and
                policies.

            


    

     

    3.3 Additional
      Representations, Warranties and Covenants by the
      Company.
      In
      order to induce the Acquirer to enter into and consummate this Agreement, the
      Company hereby represents to, warrants to and covenants with the Acquirer,
      with
      the intent that the Acquirer will also rely thereon in entering into this
      Agreement and in concluding the transactions contemplated herein, that, to
      the
      best of the knowledge, information and belief of the Company, after having
      made
      due inquiry:

     

    Corporate
      Status of the Company

    


    
      	 	
              (a)

            	
              the
                Company is a company with limited liability duly and properly organized
                and validly subsisting under the laws of the British Virgin Islands
                being
                the only jurisdiction where it is required to be registered for the
                purpose of enabling it to carry on its business and own its property
                as
                presently carried on and owned;

            


    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      
 

    
      	 	
              (b)

            	
              the
                Company has good and sufficient power, authority and right to own
                or lease
                its property, to enter into this Agreement and to perform its obligations
                hereunder;

            


    

    


    Options

    


    
      	 	
              (c)

            	
              no
                person has any agreement or option or any right or privilege (whether
                by
                law, pre-emptive or contractual) capable of becoming an agreement,
                including convertible securities, warrants or convertible obligations
                of
                any nature, for the purchase, subscription, allotment or issuance
                of any
                unissued shares or other securities of the
                Company;

            


    

     

    Title
      to Personal Property
      and Other Property

    


    
      	 	
              (d)

            	
              the
                property and assets of the Company are, and between the date hereof
                and
                the Closing Date (as hereinafter determined), will be, owned beneficially
                by the Company with a good and marketable title thereto, free and
                clear of
                all Encumbrances save as previously disclosed to the
                Acquirer;

            


    

    


    Intellectual
      Property

     

    
      	 	
              (e)

            	
              the
                Company has provided the Acquirer with a complete and accurate list
                of all
                Intellectual Property owned or used by the Company in carrying on
                the
                Company’s Business and all applications therefor and all goodwill
                connected therewith, including, without limitation, all licenses,
                registered user agreements and all like rights used by or granted
                to the
                Company in connection with the Company’s Business and all right to
                register or otherwise apply for the protection on any of the
                foregoing;

            


    

    


    
      	 	
              (f)

            	
              the
                Intellectual Property comprises all trademarks, trade names, business
                names, patents, inventions, know-how, copyrights, service marks,
                brand
                marks, industrial designs and all other industrial or intellectual
                property necessary to conduct the Company’s
                Business;

            


    

    


    
      	 	
              (g)

            	
              the
                Company is the beneficial owner of the Intellectual Property, free
                and
                clear of all Encumbrances, and is not a party to or bound by any
                contract
                or other obligation whatsoever that limits or impairs its ability
                to sell,
                transfer, assign or convey, or that otherwise affects, the Intellectual
                Property;

            


    

    


    
      	 	
              (h)

            	
              no
                person has been granted any interest in or right to use all or any
                portion
                of the Intellectual Property;

            


    

    


    
      	 	
              (i)

            	
              the
                Company is not aware of a claim of any infringement or breach of
                any
                industrial or Intellectual Property rights of any other person by
                the
                Company. The Company has not received any notice that the conduct
                of the
                Company’s Business infringes or breaches any industrial or Intellectual
                Property rights of any other person, and the Company, after due inquiry,
                has no knowledge of any infringement or violation of any of their
                rights
                or the rights of the Company in the Intellectual
                Property;

            


    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      
 

    
      	 	
              (j)

            	
              the
                conduct of the Company’s Business does not infringe upon the patents,
                trademarks, licenses, trade names, business names, copyright or other
                industrial or Intellectual Property rights, domestic or foreign,
                of any
                other person;

            


    

    


    
      	 	
              (k)

            	
              the
                Company is not aware of any state of facts that casts doubt on the
                validity or enforceability of any of the Intellectual
                Property;

            


    

    


    
      	 	
              (l)

            	
              the
                Company has provided to the Acquirer a true and complete copy of
                all
                Contracts and amendments thereto that comprise or relate to the
                Intellectual Property;

            


    

     

    Financial
      Statements

    


    
      	 	
              (m)

            	
              the
                Company’s audited Financial Statements for the fiscal year ended December
                31, 2007 and unaudited for the five (5) month period ended May 31,
                2008
                have been prepared in accordance with GAAP, are correct and complete
                and
                present fairly the assets, liabilities (whether accrued, absolute,
                contingent or otherwise) and financial condition of the Company as
                at the
                respective dates of and for the respective periods covered by the
                Company’s Financial Statements;

            


    

    


    
      	 	
              (n)

            	
              for
                any period up to the Time of Closing the Company will not have any
                debts
                or liabilities whatsoever (whether accrued, absolute or contingent
                or
                otherwise), including any liabilities for federal, state, provincial,
                sales, excise, income, corporate or any other taxes of the Company
                except
                for;

            


      	 	 	 


    

    
      	 	
              (i)

            	
              the
                debts and liabilities disclosed on, provided for or included in the
                balance sheet forming a part of the most recent of the Company’s Financial
                Statements;

            


    

    


    
      	 	
              (ii)

            	
              debts
                or liabilities disclosed in this Agreement or any Schedule hereto;
                and

            


    

    


    
      	 	
              (iii)

            	
              liabilities
                incurred by the Company in the ordinary course of the Company’s Business
                subsequent to the date of the balance sheet referred to in the Company’s
                Financial Statements;

            


    

     

    Books
      and Records

    


    
      	 	
              (o)

            	
              the
                books and records of the Company fairly and correctly set out and
                disclose, in all material respects, in accordance with GAAP, the
                financial
                condition of the Company as of the date of this Agreement and all
                material
                financial transactions of the Company have been accurately recorded
                in
                such books and records;

            


    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      
 

    Corporate
      Records

    


    
      	 	
              (p)

            	
              the
                Corporate records and minute books of the Company contain complete
                and
                accurate minutes, (duly signed by the chairman and/or secretary of
                the
                appropriate meeting) of all meetings of the directors and shareholders
                of
                the Company since its date of
                incorporation;

            


    

    


    
      	 	
              (q)

            	
              the
                share certificate records, the securities register, the register
                of
                disclosures , the register of directors and officers for the Company
                are
                contained in the corporate minute book and are complete and accurate
                in
                all respects;

            


    

     

    Directors
      and Officers

    


    
      	 	
              (r)

            	
              the
                present directors and officers of the Company are as
                follows:

            


    

    


    
      	
              Name

            	 	
              Position

            
	 	 	 
	
              Le-Qun
                Lee Huang

            	 	
              Director

            


    

    


    Accuracy
      of Warranties

    


    
      	 	
              (s)

            	
              neither
                this Agreement nor any document, schedule, list, certificate, declaration
                under oath or written statement now or hereafter furnished by the
                Vendors
                or the Company to the Acquirer in connection with the transactions
                contemplated by this Agreement contains or will contain any untrue
                statement or representation of a material fact on the part of the
                Vendors
                or the Company, or omits or will omit on behalf of the Vendors or
                the
                Company to state a material fact necessary to make any such statement
                or
                representation therein or herein contained not
                misleading.

            


    

    


    3.4 Survival
      of the Representations, Warranties and Covenants by each of the Vendors and
      the
      Company.
      To the
      extent they have not been fully performed at or prior to the Time of Closing,
      each and every representation and warranty of the Vendors or the Company
      contained in this Agreement and any agreement, instrument, certificate or other
      document executed or delivered pursuant to this Agreement shall:

    


    
      	 	
              (a)

            	
              be
                true and correct on and as of the Closing Date with the same force
                and
                effect as though made or given on the Closing Date;
                

            


    

    


    
      	 	
              (b)

            	
              remain
                in full force and effect notwithstanding any investigations conducted
                by
                or on behalf of the Acquirer; and 

            


    

    


    
      	 	
              (c)

            	
              survive
                the completion of the transactions contemplated by this Agreement
                until
                the second anniversary of the Closing Date and shall continue in
                full
                force and effect for the benefit of the Acquirer during that period,
                except that:

            


      	 	 	 


    

    
      	 	
              (i)

            	
              the
                representations and warranties set out in section 3.2(a) to and including
                3.2(i) above shall survive and continue in full force and effect
                without
                limitation of time;
                and

            


    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    
      
 

    
      	 	
              (ii)

            	
              a
                claim for any breach of any of the representations and warranties
                contained in this Agreement or in any agreement, instrument, certificate
                or other document executed or delivered pursuant hereto involving
                fraud or
                fraudulent misrepresentation may be made at any time following the
                Closing
                Date, subject only to applicable limitation periods imposed by
                law.

            


    

    


    
      	 	
              (d)

            	
              to
                the extent they have not been fully performed at or prior to the
                Time of
                Closing, each and every covenant of the Vendors contained in this
                Agreement and any agreement, instrument, certificate or other document
                executed or delivered pursuant to this Agreement shall survive the
                completion of the transactions contemplated by this Agreement and,
                notwithstanding such completion, shall continue in full force and
                effect
                for the benefit of the Acquirer.

            


    

    


    Article
      4

    WARRANTIES,
      REPRESENTATIONS AND COVENANTS BY THE ACQUIRER

     

    4.1 Warranties,
      Representations and Covenants by the Acquirer.
      In
      order to induce the Vendors and the Company to enter into and consummate this
      Agreement, the Acquirer hereby warrants to, represents to and covenants with
      each of the Vendors and the Company, with the intent that each of the Vendors
      and the Company will rely thereon in entering into this Agreement and in
      concluding the transactions contemplated herein, that, to the best of the
      knowledge, information and belief of the Acquirer, after having made due
      inquiry:

    


    Corporate
      Status of the Acquirer

    


    
      	 	
              (a)

            	
              the
                Acquirer is a company with limited liability duly and properly
                incorporated, organized and validly subsisting under the laws of
                the State
                of Nevada being the only jurisdiction where it is required to be
                registered for the purpose of enabling it to carry on its business
                and own
                its property as presently carried on and
                owned;

            


    

    


    
      	 	
              (b)

            	
              the
                Acquirer has good and sufficient power, authority and right to own
                or
                lease its property, to enter into this Agreement and to perform its
                obligations hereunder;

            


    

    


    Authorization

    


    
      	 	
              (c)

            	
              this
                Agreement has been duly authorized, executed and delivered by the
                Acquirer
                and is a legal, valid and binding obligation of the Acquirer, enforceable
                against the Acquirer, as the case may be, by the Vendors and/or the
                Company in accordance with its terms, except as enforcement may be
                limited
                by bankruptcy, insolvency and other laws affecting the rights of
                creditors
                generally and except that equitable remedies may be granted only
                in the
                discretion of a court of competent
                jurisdiction;

            


    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
      
 

    Share
      Capital

    


    
      	 	
              (d)

            	
              the
                authorized capital of the Acquirer currently consists of 50,000,000
                shares
                of common stock of which 2,000,010 shares of common stock of the
                Acquirer
                have been duly issued and are outstanding as fully paid and
                non-assessable. However, prior to the closing of this Agreement,
                the
                Acquirer intends to forward stock split its authorized and outstanding
                shares of common stock on a basis of 50 new shares for each one old
                share,
                which will result in the authorized capital consisting of 2,500,000,000
                shares of common stock of which 100,000,500 shares of common stock
                of the
                Acquirer will be issued and outstanding, subject to any voluntary
                surrender for cancellation of shares of common stock by the sole
                director
                and officer of the Acquirer, Mr. Jianguo Wang. The stockholder list
                provided to the Company is a current stockholder list generated by
                its
                stock transfer agent, and such list accurately reflects all of the
                issued
                and outstanding shares of the Acquirer’s common stock. There are not any
                bonds, debentures, notes or other indebtedness of Acquirer having
                the
                right to vote (or convertible into, or exchangeable for, securities
                having
                the right to vote) on any matters on which holders of the Acquirer’s
                common stock may vote;

            


    

    


    
      	 	
              (e)

            	
              all
                of the issued and outstanding shares of the Acquirer are listed and
                posted
                for trading on the OTCBB;

            


    

    


    
      	 	
              (f)

            	
              the
                Acquirer will allot and issue the Acquirer Stock on the Closing Date
                in
                accordance with sections “2.2” and “2.3” hereinabove as duly authorized,
                fully paid and non-assessable in the capital of the Acquirer, free
                and
                clear of all actual or threatened liens, charges, security interests,
                options, encumbrances, voting agreements, voting trusts, demands,
                limitations and restrictions of any nature whatsoever, other than
                hold
                periods or other restrictions imposed under applicable securities
                legislation or by securities regulatory
                authorities;

            


    

    


    Options

    


    
      	 	
              (g)

            	
              no
                person has any agreement or option or any right or privilege (whether
                by
                law, pre-emptive or contractual) capable of becoming an agreement,
                including convertible securities, warrants or convertible obligations
                of
                any nature, for the purchase, subscription, allotment or issuance
                of any
                unissued shares or other securities of the
                Acquirer;

            


    

    


    Directors
      and Officers

    


    
      	 	
              (h)

            	
              the
                present directors and officers of the Acquirer are as
                follows:

            


    

    


    
      	
              Name

            	 	
              Position

            
	 	 	 
	
              Jianguo
                Wang

            	 	
              President,
                CEO, CFO, Secretary, Treasurer &
Director

            


    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    
      
 

    Full
      Disclosure

    


    
      	 	
              (i)

            	
              the
                Acquirer has no information or knowledge of any fact not communicated
                to
                the Vendors and the Company and relating to the Acquirer or to the
                Acquirer’s business or to its issued and outstanding securities which, if
                known to the Vendors and/or the Company, might reasonably be expected
                to
                deter the Vendors and/or the Company from entering into this Agreement
                or
                from completing the transactions contemplated by this
                Agreement;

            


    

    


    Taxes

    


    
      	 	
              (j)

            	
              each
                of Acquirer and its subsidiaries has filed all tax returns that they
                were
                required to file under applicable laws and regulations. All such
                tax
                returns, if any were filed, were correct and complete in all respects.
                All
                taxes due and owing by Acquirer or any of its subsidiaries have been
                fully
                and timely paid. Neither Acquirer nor any of its subsidiaries currently
                is
                the beneficiary of any extension of time within which to file any
                tax
                return. No claim has ever been made by an authority in a jurisdiction
                where Acquirer or any of its subsidiaries does not file tax returns
                that
                Acquirer or any of its subsidiaries is or may be subject to taxation
                by
                that jurisdiction. There are no liens for taxes (other than taxes
                not yet
                due and payable) upon any of the assets of Acquirer or any of its
                subsidiaries;

            


    

    


    
      	 	
              (k)

            	
              no
                foreign, federal, state, or local tax audits or administrative or
                judicial
                tax proceedings are pending or being conducted with respect to Acquirer
                or
                any of its subsidiaries. Neither Acquirer nor any of its subsidiaries
                has
                received from any foreign, federal, state, or local taxing authority
                (including jurisdictions where Acquirer or its subsidiaries have
                not filed
                tax returns) any (i) notice indicating an intent to open an audit
                or other
                review, (ii) request for information related to tax matters, or (iii)
                notice of deficiency or proposed adjustment for any amount of tax
                proposed, asserted, or assessed by any taxing authority against Acquirer
                or any of its subsidiaries. Acquirer has delivered to Vendors correct
                and
                complete copies of all income tax returns filed, if any, and all
                examination reports, and statements of deficiencies assessed against
                or
                agreed to by Acquirer or any of its subsidiaries that have been
                received;

            


    

     

    
      	 	
              (l)

            	
              neither
                Acquirer nor any of its subsidiaries has been a United States real
                property holding corporation within the meaning of Code §897(c)(2) during
                the applicable period specified in Code §897(c)(1)(A)(ii). Neither
                Acquirer nor any of its subsidiaries is a party to or bound by any
                tax
                allocation or sharing agreement. Neither Acquirer nor its subsidiaries,
                for the preceding 10 year period, (A) has been a member of an Affiliated
                Group filing a consolidated federal income tax return (other than
                a group
                the common parent of which was Acquirer) or (B) has any Liability
                for the
                taxes of any Person (other than Acquirer or any of its subsidiaries)
                under
                Reg. §1.1502-6 (or any similar provision of state, local, or foreign law),
                as a transferee or successor, by contract, or
                otherwise;

            


    

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    
      
 

    
      	 	
              (m)

            	
              the
                unpaid taxes of Acquirer and its subsidiaries (A) did not, as of
                the most
                recent fiscal month end, exceed the reserve for tax liability (rather
                than
                any reserve for deferred taxes established to reflect timing differences
                between book and tax income) set forth on the face of the most recent
                balance sheet delivered to Vendors (rather than in any notes thereto)
                and
                (B) do not exceed that reserve as adjusted for the passage of time
                through
                the Closing Date in accordance with the past custom and practice
                of
                Acquirer and its subsidiaries in filing their tax returns. Since
                the date
                of the most recent balance sheet delivered to Acquirer, neither Acquirer
                nor any of its subsidiaries has incurred any liability for taxes
                arising
                from extraordinary gains or losses, as that term is used in GAAP,
                outside
                the ordinary course of business consistent with past custom and
                practice;

            


    

     

    
      	 	
              (n)

            	
              neither
                Acquirer nor any of its subsidiaries has distributed stock of another
                Person, or has had its stock distributed by another Person, in a
                transaction that was purported or intended to be governed in whole
                or in
                part by §355 or Code §361 of the Internal Revenue Code of 1986, as
                amended;

            


    

    


    No
      Conflicts; Consents

    


    
      	 	
              (o)

            	
              the
                execution and delivery by Acquirer of this Agreement, does not, and
                the
                consummation of the Takeover and compliance with the terms hereof
                and
                thereof will not, conflict with, or result in any violation of or
                default
                (with or without notice or lapse of time, or both) under, or give
                rise to
                a right of termination, cancellation or acceleration of any obligation
                or
                to loss of a material benefit under, or to increased, additional,
                accelerated or guaranteed rights or entitlements of any person under,
                or
                result in the creation of any lien upon any of the properties or
                assets of
                Acquirer under, any provision of (i) the Acquirer Charter or Bylaws,
                (ii)
                any material contract to which Acquirer is a party or by which any
                of its
                properties or assets is bound or (iii) any material judgment or material
                law applicable to Acquirer or its properties or assets, other than,
                in the
                case of clauses (ii) and (iii) above, any such items that, individually
                or
                in the aggregate, have not had and would not reasonably be expected
                to
                have an Acquirer Material Adverse
                Effect;

            


    

    


    
      	 	
              (p)

            	
              no
                Consent of, or registration, declaration or filing with, or permit
                from,
                any governmental entity is required to be obtained or made by or
                with
                respect to Acquirer in connection with the execution, delivery and
                performance of this Agreement or the consummation of the
                Takeover;

            


    

    


    Commission
      Documents; Undisclosed Liabilities

    


    
      	 	
              (q)

            	
              the
                Acquirer Stock is not currently registered pursuant to Section 12(b)
                or
                12(g) of the Exchange Act, but Acquirer has filed all reports, schedules,
                forms, statements and other documents required to be filed by Acquirer
                with the Commission pursuant to the reporting requirements of the
                Exchange
                Act, including material filed pursuant to Section 13(a) or 15(d)
                of the
                Exchange Act (all of the foregoing, including filings incorporated
                by
                reference therein, the “Acquirer Commission
                Documents”);

            


    


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    
      
 

    
      	 	
              (r)

            	
              as
                of its respective filing date, each Acquirer Commission Document
                complied
                in all material respects with the requirements of the Exchange Act
                and the
                rules and regulations of the Commission promulgated thereunder applicable
                to such Acquirer Commission Document, and did not contain any untrue
                statement of a material fact or omit to state a material fact required
                to
                be stated therein or necessary in order to make the statements therein,
                in
                light of the circumstances under which they were made, not misleading.
                Except to the extent that information contained in any Acquirer Commission
                Document has been revised or superseded by a later filed Acquirer
                Commission Document, none of the Acquirer Commission Documents contains
                any untrue statement of a material fact or omits to state any material
                fact required to be stated therein or necessary in order to make
                the
                statements therein, in light of the circumstances under which they
                were
                made, not misleading. The financial statements of Acquirer included
                in the
                Acquirer Commission Documents comply as to form in all material respects
                with applicable accounting requirements and the published rules and
                regulations of the Commission with respect thereto, have been prepared
                in
                accordance GAAP (except, in the case of unaudited statements, as
                permitted
                by the rules and regulations of the Commission) applied on a consistent
                basis during the periods involved (except as may be indicated in
                the notes
                thereto) and fairly present the financial position of Acquirer as
                of the
                dates thereof and the results of its operations and cash flows for
                the
                periods shown (subject, in the case of unaudited statements, to normal
                year-end audit adjustments);

            


    

    


    
      	 	
              (s)

            	
              except
                as set forth in the Acquirer Commission Documents, Acquirer has no
                liabilities or obligations of any nature (whether accrued, absolute,
                contingent or otherwise) required by GAAP to be set forth on a balance
                sheet of Acquirer or in the notes thereto that are not so set forth.
                As of
                the date hereof and up to the Time of Closing the Acquirer will not
                have
                any debts or liabilities whatsoever (whether accrued, absolute, contingent
                or otherwise), including any liabilities for federal, state, provincial,
                sales, excise, income, corporate or any other taxes of the Acquirer
                except
                for;

            


    

    


    
      	 	
              (i)

            	
              the
                debts and liabilities disclosed on, provided for or included in the
                Acquirer Commission Documents;

            


    

    


    
      	 	
              (ii)

            	
              debts
                or liabilities disclosed in this Agreement or any Schedule hereto;
                and

            


    

    


    
      	 	
              (iii)

            	
              liabilities
                incurred by the Acquirer in the ordinary course of business, corporate
                actions with respect to the Acquirer’s name change and forward stock
                split, and in relation to this Agreement subsequent to the date of
                the
                most recent balance sheet referred to in the Acquirer Commission
                Documents;

            


    

    


    Absence
      of Certain Changes or Events

    


    
      	 	
              (t)

            	
              from
                the date of the most recent audited financial statements included
                in the
                Acquirer Commission Documents to the date of this Agreement, Acquirer
                has
                conducted its business only in the ordinary course, and during such
                period
                there has not been:

            


    


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    
      
 

    
      	 	
              (i)

            	
              any
                change in the assets, liabilities, financial condition or operating
                results of Acquirer from that reflected in the Acquirer Commission
                Documents, except changes in the ordinary course of business that
                have not
                caused, in the aggregate, an Acquirer Material Adverse
                Effect;

            


    

    


    
      	 	
              (ii)

            	
              any
                damage, destruction or loss, whether or not covered by insurance,
                that
                would have an Acquirer Material Adverse
                Effect;

            


    

    


    
      	 	
              (iii)

            	
              any
                waiver or compromise by Acquirer of a valuable right or of a material
                debt
                owed to it;

            


    

    


    
      	 	
              (iv)

            	
              any
                satisfaction or discharge of any lien, claim, or encumbrance or payment
                of
                any obligation by Acquirer, except in the ordinary course of business
                and
                the satisfaction or discharge of which would not have an Acquirer
                Material
                Adverse Effect;

            


    

    


    
      	 	
              (v)

            	
              any
                material change to a material contract by which Acquirer or any of
                its
                assets is bound or subject;

            


    

    


    
      	 	
              (vi)

            	
              any
                material change in any compensation arrangement or agreement with
                any
                employee, officer, director or
                stockholder;

            


    

    


    
      	 	
              (vii)

            	
              any
                mortgage, pledge, transfer of a security interest in, or lien, created
                by
                Acquirer, with respect to any of its material properties or assets,
                except
                liens for taxes not yet due or payable and liens that arise in the
                ordinary course of business and do not materially impair Acquirer’s
                ownership or use of such property or
                assets;

            


    

    


    
      	 	
              (viii)

            	
              any
                loans or guarantees made by Acquirer to or for the benefit of its
                employees, officers or directors, or any members of their immediate
                families, other than travel advances and other advances made in the
                ordinary course of its business;

            


    

    


    
      	 	
              (ix)

            	
              any
                declaration, setting aside or payment or other distribution in respect
                of
                any of Acquirer’s capital stock, or any direct or indirect redemption,
                purchase, or other acquisition of any of such stock by
                Acquirer;

            


    

    


    
      	 	
              (x)

            	
              any
                alteration of Acquirer’s method of accounting or the identity of its
                auditors;

            


    

    


    
      	 	
              (xi)

            	
              any
                issuance of equity securities to any officer, director or affiliate;
                or

            


    

    


    
      	 	
              (xii)

            	
              any
                arrangement or commitment by Acquirer to do any of the things described
                in
                this Section 4.1(t);

            


    


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    
      
 


    Benefit
      Plans

    


    
      	 	
              (u)

            	
              Acquirer
                does not have or maintain any collective bargaining agreement or
                any
                bonus, pension, profit sharing, deferred compensation, incentive
                compensation, stock ownership, stock purchase, stock option, phantom
                stock, retirement, vacation, severance, disability, death benefit,
                hospitalization, medical or other plan, arrangement or understanding
                (whether or not legally binding) providing benefits to any current
                or
                former employee, officer or director of Acquirer. As of the date
                of this
                Agreement there are not any employment, consulting, indemnification,
                severance or termination agreements or arrangements between Acquirer
                and
                any current or former employee, officer or director of Acquirer,
                nor does
                Acquirer have any general severance plan or
                policy;

            


    

    


    Litigation

    


    
      	 	
              (v)

            	
              except
                as disclosed in the Acquirer Commission Documents, there is no action,
                suit, inquiry, notice of violation, proceeding (including any partial
                proceeding such as a deposition) or investigation pending or threatened
                in
                writing against or affecting the Company, any subsidiary or any of
                their
                respective properties before or by any court, arbitrator, governmental
                or
                administrative agency, regulatory authority (federal, state, county,
                local
                or foreign), stock market, stock exchange or trading facility (“Action”)
                which (i) adversely affects or challenges the legality, validity
                or
                enforceability of either this Agreement or the Acquirer Stock or
                (ii)
                could, if there were an unfavorable decision, individually or in
                the
                aggregate, have or reasonably be expected to result in an Acquirer
                Material Adverse Effect. Neither the Acquirer nor any director or
                officer
                thereof (in his capacity as such), is or has been the subject of
                any
                Action involving a claim or violation of or liability under federal
                or
                state securities laws or a claim of breach of fiduciary
                duty;

            


    

    


    Compliance
      with Applicable Laws

    


    
      	 	
              (w)

            	
              Acquirer
                is in compliance with all applicable laws, including those relating
                to
                occupational health and safety and the environment, except for instances
                of noncompliance that, individually and in the aggregate, have not
                had and
                would not reasonably be expected to have an Acquirer Material Adverse
                Effect. Except as set forth in the Acquirer Commission Documents,
                Acquirer
                has not received any written communication during the past two years
                from
                a governmental entity that alleges that Acquirer is not in compliance
                in
                any material respect with any applicable law. Acquirer is in compliance
                with all requirements of the Sarbanes-Oxley Act of 2002, as amended,
                and
                the rules and regulations thereunder, that are applicable to it.
                This
                Section 4.1(w) does not relate to matters with respect to Taxes,
                which are
                the subject of Sections 4.1(j) through
                4.1(n);

            


    

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    
      
 

    Contracts

    


    
      	 	
              (x)

            	
              except
                as disclosed in and filed as exhibits to the Acquirer Commission
                Documents, there are no contracts that are material to the business,
                properties, assets, condition (financial or otherwise), results of
                operations or prospects of the Acquirer. Acquirer is not in violation
                of
                or in default under (nor does there exist any condition which upon
                the
                passage of time or the giving of notice would cause such a violation
                of or
                default under) any contract to which it is a party or by which it
                or any
                of its properties or assets is bound, except for violations or defaults
                that would not, individually or in the aggregate, reasonably be expected
                to result in an Acquirer Material Adverse
                Effect;

            


    

    


    Real,
      Personal and Intellectual Property

    


    
      	 	
              (y)

            	
              Acquirer
                does not own any real property. Acquirer has good title to, or valid
                leasehold interests in, all of its properties and assets used in
                the
                conduct of its business;

            


    

    


    
      	 	
              (z)

            	
              there
                are no claims pending or, to the knowledge of Acquirer, threatened
                that
                Acquirer is infringing or otherwise adversely affecting the rights
                of any
                person with regard to any Intellectual Property
                right;

            


    

    


    Labor
      Matters

    


    
      	 	
              (aa)

            	
              there
                are no collective bargaining or other labor union agreements to which
                Acquirer is a party or by which it is
                bound;

            


    

    


    Certain
      Registration Matters

    


    
      	 	
              (bb)

            	
              except
                as specified in the Acquirer Commission Documents, Acquirer has not
                granted or agreed to grant to any person any rights (including
                “piggy-back” registration rights) to have any securities of Acquirer
                registered with the Commission or any other governmental authority
                that
                have not been satisfied;

            


    

    


    Preservation
      of Business

    


    
      	 	
              (cc)

            	
              from
                the date of this Agreement until the Closing Date, the Acquirer shall
                operate only in the ordinary and usual course of business consistent
                with
                past practices, provided, however, that the Acquirer shall not issue
                any
                securities without the prior written consent of the Company, except
                in
                connection with the forward stock split described in Section 5.3(i)
                and
                the Closing of this Agreement.

            


    

    


    4.2 
      Survival
      of the Representations, Warranties and Covenants by the
      Acquirer.
      To the
      extent they have not been fully performed at or prior to the Time of Closing,
      each representation and warranty of the Acquirer contained in this Agreement
      or
      in any document, instrument, certificate or undertaking given pursuant hereto
      shall:

    


    
      	 	
              (a)

            	
              be
                true and correct on and as of the Closing Date with the same force
                and
                effect as though made or given on the Closing
                Date;

            


    

    


    
      	 	
              (b)

            	
              remain
                in full force and effect notwithstanding any investigations conducted
                by
                or on behalf of the Company and/or Vendors,
                and

            


    

    
    

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    
      
 

    
      	 	
              (c)

            	
              survive
                the completion of the transactions contemplated by this Agreement
                until
                the second anniversary of the Closing Date
                and shall continue in full force and effect for the benefit of the
                Vendors
                and the Company during that period, except that a claim for any breach
                of
                any of the representations and warranties contained in this Agreement
                or
                in any agreement, instrument, certificate or other document executed
                or
                delivered pursuant hereto involving fraud or fraudulent misrepresentation
                may be made at any time following the Closing Date, subject only
                to
                applicable limitation periods imposed by
                law.

            


    

    


    
      	 	
              (d)

            	
              To
                the extent they have not been fully performed at or prior to the
                Time of
                Closing, each and every covenant of the Acquirer contained in this
                Agreement and any agreement, instrument, certificate or other document
                executed or delivered pursuant to this Agreement shall survive the
                completion of the transactions contemplated by this Agreement and,
                notwithstanding such completion, shall continue in full force and
                effect
                for the benefit of the Vendors and the
                Company.

            


    

    


    Article
      5

    CONDITIONS
      PRECEDENT TO CLOSING

    


    5.1 
      Parties’
      Conditions Precedent prior to the Closing Date.
      All of
      the rights, duties and obligations of each of the Parties hereto under this
      Agreement are subject to the following conditions precedent for the exclusive
      benefit of each of the Parties to be fulfilled in all material aspects in the
      reasonable opinion of each of the Parties or to be waived by each or any of
      the
      Parties, as the case may be, as soon as possible after the Execution Date;
      however, unless specifically indicated as otherwise, not later than the Time
      of
      Closing:

    


    
      	 	
              (a)

            	
              the
                specific ratification of the terms and conditions of this Agreement
                by the
                Board of Directors of the Acquirer within five business days of the
                due
                and complete execution of this Agreement by each of the Parties hereto
                (the “Acquirer’s
                Ratification”);

            


    

    


    
      	 	
              (b)

            	
              the
                completion by the Acquirer of an initial due diligence and operations
                review of the Company’s Business and operations within five (5) calendar
                days after the Acquirer’s Ratification (the “Acquirer’s
                Initial Due Diligence”);

            


    

    


    5.2 
      Parties’
      Waiver of Conditions Precedent.
      The
      conditions precedent set forth in section “5.1” hereinabove are for the
      exclusive benefit of each of the Parties hereto and may be waived by each of
      the
      Parties in writing and in whole or in part at or prior to the Time of
      Closing.

    


    5.3 
      The
      Vendors’ and the Company’s Conditions Precedent.
      The
      acquisition of the Company Stock is subject to the following terms and
      conditions for the exclusive benefit of the Vendors and the Company, to be
      fulfilled or performed at or prior to the Time of Closing:

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    
      
 

    
      	 	
              (a)

            	
              the
                representations and warranties of the Acquirer contained in this
                Agreement
                shall be true and correct in all material respects at the Time of
                Closing,
                with the same force and effect as if such representations and warranties
                were made at and as of such time;

            


    

    


    
      	 	
              (b)

            	
              all
                of the terms, covenants and conditions of this Agreement to be complied
                with or performed by the Acquirer at or before the Time of Closing
                shall
                have been complied with or performed in all material
                respects;

            


    

    


    
      	 	
              (c)

            	
              there
                shall have been obtained, from all appropriate federal, provincial,
                municipal or other governmental or administrative bodies, such licenses,
                permits, consents, approvals, certificates, registrations and
                authorizations as are required by law, if any, to be obtained by
                the
                Acquirer to permit the issuance of the Acquirer Stock to the Vendors
                contemplated hereby;

            


    

    


    
      	 	
              (d)

            	
              no
                legal or regulatory action or proceeding shall be pending or threatened
                by
                any person to enjoin, restrict or prohibit the acquisition of the
                Company
                Stock contemplated hereby;

            


    

    


    
      	 	
              (e)

            	
              the
                Acquirer shall have delivered a letter of resignation from Jianguo
                Wang
                from the positions of Chief Executive Officer, President, Chief Financial
                Officer and Treasurer of the Acquirer, effective upon the
                Closing;

            


    

    


    
      	 	
              (f)

            	
              the
                Acquirer shall have delivered evidence of the due appointment of
                Le-Qun
                Lee Huang as the Chief Executive Officer and President of the Acquirer,
                effective upon the Closing;

            


    

    


    
      	 	
              (g)

            	
              on
                or prior to the Closing, the Acquirer shall take all action necessary
                to
                (i) cause the number of directors that will comprise the full Board
                of
                Directors of the Acquirer effective as of immediately following the
                Closing to be fixed at five, (ii) cause the Board of Directors of
                the
                Acquirer effective as of immediately following the Closing to consist
                of
                (A) three members designated by the Company, (B) Jianguo Wang and
                (C) one
                member designated by Jianguo Wang, and (iii) cause the individuals
                identified or designated pursuant to subclauses (A) and (C) of the
                preceding clause (ii) to be appointed to the Board of Directors of
                the
                Acquirer effective as of immediately following the
                Closing;

            


    

    


    
      	 	
              (h)

            	
              on
                or prior to the Closing, the Acquirer shall take all action necessary
                to
                cause the divestiture of Buzz Media Ltd., its wholly owned
                subsidiary;

            


    

    


    
      	 	
              (i)

            	
              on
                or prior to the Closing, the Acquirer shall take all action necessary
                to
                cause to occur a forward stock split, pursuant to which every one
                (1)
                share of issued and outstanding common stock of the Acquirer shall
                be
                exchanged upon surrender to the Transfer Agent for fifty (50) shares
                of
                the Acquirer’s common stock; and

            


    

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    
      
 

    
      	 	
              (j)

            	
              on
                or prior to the Closing, the Acquirer shall take all action necessary
                to
                cause Jianguo Wang to execute an agreement with the Company regarding
                a
                forfeiture of a certain amount of shares upon the occurrence of specified
                events.

            


    

    


    If
      any of
      the conditions contained in this section 5.3 shall not be performed or fulfilled
      at or prior to the Time of Closing to the satisfaction of the Vendors and the
      Company, acting reasonably, the Vendors and/or the Company may, by notice to
      the
Acquirer,
      terminate this Agreement and the obligations of the Vendors, the Company and
      the
Acquirer
      under
      this Agreement, other than the obligations contained in Article 9 hereinbelow,
      shall be terminated, provided that the Vendors and the Company may also bring
      an
      action pursuant to Article 8 against the Acquirer
      for
      damages suffered by the Vendors and/or the Company where the non-performance
      or
      non-fulfillment of the relevant condition is as a result of a breach of
      covenant, representation or warranty by the Acquirer.
      Any
      such condition may be waived in whole or in part by the Vendors and the Company
      in writing without prejudice to any claims it may have for breach of covenant,
      representation or warranty.

    


    5.4 
      Acquirer’s
      Conditions Precedent prior to the Closing Date.
      The
      acquisition of the Company Stock is subject to the following terms and
      conditions for the exclusive benefit of the Acquirer, to be fulfilled or
      performed at or prior to the Time of Closing:

    


    
      	 	
              (a)

            	
              the
                representations and warranties of the Vendors and the Company contained
                in
                this Agreement shall be true and correct at the Time of Closing,
                with the
                same force and effect as if such representations and warranties were
                made
                at and as of such time;

            


    

    


    
      	 	
              (b)

            	
              all
                of the terms, covenants and conditions of this Agreement to be complied
                with or performed by the Vendors and the Company at or before the
                Time of
                Closing shall have been complied with or
                performed;

            


    

    


    
      	 	
              (c)

            	
              there
                shall have been obtained, from all appropriate federal, provincial,
                municipal or other governmental or administrative bodies, such licenses,
                permits, consents, approvals, certificates, registrations and
                authorizations as are required to be obtained, if any, by the Vendors
                and
                the Company to permit the change of ownership of the Company Stock
                contemplated hereby;

            


    

    


    
      	 	
              (d)

            	
              there
                shall have been no material adverse changes in the condition (financial
                or
                otherwise), assets, liabilities, operations, earnings, the Company’s
                Business or prospects of the Company since the date of the Company’s
                Financial Statements;

            


    

    


    
      	 	
              (e)

            	
              no
                legal or regulatory action or proceeding shall be pending or threatened
                by
                any person to enjoin, restrict or prohibit the acquisition of the
                Company
                Stock contemplated hereby;

            


    

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    
      
 

    
      	 	
              (f)

            	
              no
                material damage by fire or other hazard to the whole or any material
                part
                of the property or assets of the Company shall have occurred from
                the date
                hereof to the Time of Closing;

            


    

    


    If
      any of
      the conditions contained in this section 5.4 shall not be performed or fulfilled
      at or prior to the Time of Closing to the satisfaction of the Acquirer,
      acting
      reasonably, the Acquirer
      may, by
      notice to the Vendors and the Company, terminate this Agreement and the
      obligations of the Vendors, the Company and the Acquirer
      under
      this Agreement, other than the obligations set forth in Article 9, shall be
      terminated, provided that the Acquirer
      may also
      bring an action pursuant to Article 8 against the Vendors and/or the Company
      for
      damages suffered by the Acquirer
      where
      the non-performance or non-fulfillment of the relevant condition is as a result
      of a breach of covenant, representation or warranty by the Vendors or the
      Company. Any such condition may be waived in whole or in part by the
Acquirer
      without
      prejudice to any claims it may have for breach of covenant, representation
      or
      warranty.

    


    Article
      6

    CLOSING
      AND EVENTS OF CLOSING

    


    6.1 
      Closing
      and Closing Date.
      The
      closing (the “Closing”)
      of the
      acquisition of the Company Stock, as contemplated in the manner as set forth
      in
      Article “2” hereinabove, together with all of the transactions contemplated by
      this Agreement shall occur on August 26, 2008 (the “Closing
      Date”),
      or on
      such earlier or later Closing Date as may be agreed to in advance and in writing
      by each of the Parties hereto, and will be closed at the offices of solicitors
      for the Company, P. C. Woo & Co. Solicitors and Notaries, 12th Floor
      Prince's Building Central Hong Kong, at 2:00 p.m. (New York City time) on the
      Closing Date.

    


    6.2 
      Latest
      Closing Date.
      If the
      Closing Date has not occurred by August 31, 2008 subject to an extension as
      may
      be mutually agreed to by the Parties for a maximum of 14 days per extension,
      then the Acquirer and the Vendors shall each have the option to terminate this
      Agreement by delivery of written notice to the other Party. Upon delivery of
      such notice, this Agreement shall cease to be of any force and effect except
      for
      Article “9” hereinbelow, which shall remain in full force and effect
      notwithstanding the termination of this Agreement.

    


    6.3 
      Documents
      to be delivered by the Company and the Vendors prior to the Closing
      Date.
      Not
      later than five calendar days prior to the Closing Date, and in addition to
      the
      documentation which is required by the agreements and conditions precedent
      which
      are set forth hereinabove, the Company and the Vendors shall also execute and
      deliver or cause to be delivered to Acquirer’s counsel all such other documents,
      resolutions and instruments as may be necessary, in the opinion of counsel
      for
      the Acquirer, acting reasonably, to complete all of the transactions
      contemplated by this Agreement and including, without limitation, the necessary
      transfer of all of the Company Stock to the Acquirer free and clear of all
      liens, security interests, charges and encumbrances, and in particular
      including, but not being limited to, the following materials:

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    
      
 

    
      	 	
              (a)

            	
              all
                documentation as may be necessary and as may be required by the solicitors
                for the Acquirer, acting reasonably, to ensure that all of the Company
                Stock has been transferred, assigned and are registerable in the
                name of
                and for the benefit of the Acquirer under all applicable corporate
                and
                securities laws;

            


    

    


    
      	 	
              (b)

            	
              certificates
                representing the Company Stock registered in the name of the Vendors,
                duly
                endorsed for transfer to the Acquirer and/or irrevocable stock powers
                transferring the Company Stock to the
                Acquirer;

            


    

    


    
      	 	
              (c)

            	
              certificates
                representing the Company Stock registered in the name of the
                Acquirer;

            


    

    


    
      	 	
              (d)

            	
              a
                certified copy of the resolutions of the directors (and of the
                Vendors/shareholders, if necessary) of the Company authorizing the
                transfer by the Vendors to the Acquirer of the Company
                Stock;

            


    

    


    
      	 	
              (e)

            	
              a
                copy of all corporate records and books of account of the Company
                and
                including, without limiting the generality of the foregoing, a copy
                of all
                minute books, share register books, share certificate books and annual
                reports of the Company;

            


    

    


    
      	 	
              (f)

            	
              all
                remaining Business Documentation;
                and

            


    

    


    
      	 	
              (g)

            	
              all
                such other documents and instruments as the Acquirer’s solicitors may
                reasonably require.

            


    

    


    6.4 
      Documents
      to be delivered by the Acquirer prior to the Closing
      Date.
      Not
      later than the Closing Date, and in addition to the documentation which is
      required by the agreements and conditions precedent which are set forth
      hereinabove, the Acquirer shall also execute and deliver or cause to be
      delivered to the Company’s and the Vendors’ counsel, all such other documents,
      resolutions and instruments that may be necessary, in the opinion of counsel
      for
      the Company and the Vendors, acting reasonably, to complete all of the
      transactions contemplated by this Agreement and including, without limitation,
      the necessary acceptance of the transfer of all of the Company Stock to the
      Acquirer free and clear of all liens, charges and encumbrances, and in
      particular including, but not being limited to, the following
      materials:

    


    
      	 	
              (a)

            	
              a
                copy of the resolutions of the directors of the Acquirer providing
                for the
                approval of all of the transactions contemplated
                hereby;

            


    

    


    
      	 	
              (b)

            	
              certificates
                representing the Acquirer Stock issued to the Vendors in accordance
                with
                sections “2.2” and “2.3” hereinabove;
                and

            


    

    


    
      	 	
              (c)

            	
              all
                such other documents and instruments as the Company’s and the Vendors’
                respective solicitors may reasonably
                require.

            


    

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    
      
 

    Article
      7

    TAX
      FREE REORGANIZATION

    


    7.1 
      Tax
      Free Reorganization.
      This
      Agreement is a “plan of reorganization” within the meaning of Section 1.368-2(g)
      of the Treasury regulations promulgated under the Code. From and after the
      date
      of this Agreement and until the Closing Date, each Party hereto shall use its
      reasonable best efforts to cause the Takeover to qualify as a reorganization
      under the provisions of Section 368(a) of the Code. Further, each Party agrees
      not to take any action (or fail to take any action), either prior to or
      following the Closing, that would reasonably be expected to cause the Takeover
      to fail to qualify as a “reorganization” within the meaning of Section 368(a) of
      the Code. The Company does not know of any reason why the Takeover will not
      qualify as a reorganization within the meaning of Section 368(a) of the Code.
      The Acquirer does not know of any reason why the Takeover will not qualify
      as a
      reorganization within the meaning of Section 368(a) of the Code. The parties
      shall report, act and file all tax returns consistently with the foregoing
      treatment and shall not take any position (whether in audits, tax returns or
      otherwise) that is inconsistent with such treatment, unless required to do
      so by
      applicable law.

    


    Article
      8

    INDEMNIFICATION
      AND LEGAL PROCEEDINGS

    


    8.1 
      Indemnification.
      The
      Parties hereto agree to indemnify and save harmless the other Parties hereto
      and
      including, where applicable, their respective affiliates, directors, officers,
      employees and agents (each such party being an “Indemnified
      Party”)
      harmless from and against and agree to be liable for any and all losses, claims,
      actions, suits, proceedings, damages, liabilities or expenses of whatever nature
      or kind, including any investigation expenses incurred by any Indemnified Party,
      to which an Indemnified Party may become subject by reason of the terms and
      conditions of this Agreement.

    


    8.2 
      No
      Indemnification.
      This
      indemnity will not apply in respect of an Indemnified Party in the event and
      to
      the extent that a court of competent jurisdiction in a final judgment shall
      determine that the Indemnified Party was grossly negligent or guilty of willful
      misconduct.

    


    8.3 
      Claim
      of Indemnification.
      The
      Parties hereto agree to waive any right they might have of first requiring
      the
      Indemnified Party to proceed against or enforce any other right, power, remedy,
      security or claim payment from any other person before claiming this
      indemnity.



    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    
      
 

    8.4 
      Notice
      of Claim.
      In case
      any action is brought against an Indemnified Party in respect of which indemnity
      may be sought against any of the Parties hereto, the Indemnified Party will
      give
      the relevant Party hereto prompt written notice of any such action of which
      the
      Indemnified Party has knowledge and such Party will undertake the investigation
      and defense thereof on behalf of the Indemnified Party, including the prompt
      consulting of counsel acceptable to the Indemnified Party affected and the
      payment of all expenses. Failure by the Indemnified Party to so notify shall
      not
      relieve any Party hereto of such Party’s obligation of indemnification hereunder
      unless (and only to the extent that) such failure results in a forfeiture by
      any
      Party hereto of substantive rights or defenses.

     

    
      8.5 
        Settlement.
        No
        admission of liability and no settlement of any action shall be made without
        the
        consent of each of the Parties hereto and the consent of the Indemnified
        Party
        affected, such consent not to be unreasonably withheld.

    

    


    8.6 
      Legal
      Proceedings.
      Notwithstanding that the relevant Party hereto will undertake the investigation
      and defense of any action, an Indemnified Party will have the right to employ
      separate counsel in any such action and participate in the defense thereof,
      but
      the fees and expenses of such counsel will be at the expense of the Indemnified
      Party unless:

    


    
      	 	
              (a)

            	
              such
                counsel has been authorized by the relevant Party
                hereto;

            


    

    


    
      	 	
              (b)

            	
              the
                relevant Party hereto has not assumed the defense of the action within
                a
                reasonable period of time after receiving notice of the
                action;

            


    

    


    
      	 	
              (c)

            	
              the
                named parties to any such action include that any Party hereto and
                the
                Indemnified Party shall have been advised by counsel that there may
                be a
                conflict of interest between any Party hereto and the Indemnified
                Party;
                or

            


    

    


    
      	 	
              (d)

            	
              there
                are one or more legal defenses available to the Indemnified Party
                which
                are different from or in addition to those available to any Party
                hereto.

            


    

    


    8.7 
      Contribution.
      If for
      any reason other than the gross negligence or bad faith of the Indemnified
      Party
      being the primary cause of the loss claim, damage, liability, cost or expense,
      the foregoing indemnification is unavailable to the Indemnified Party or
      insufficient to hold them harmless, the relevant Party hereto shall contribute
      to the amount paid or payable by the Indemnified Party as a result of any and
      all such losses, claim, damages or liabilities in such proportion as is
      appropriate to reflect not only the relative benefits received by any Party
      hereto on the one hand and the Indemnified Party on the other, but also the
      relative fault of the Parties and other equitable considerations which may
      be
      relevant. Notwithstanding the foregoing, the relevant Party hereto shall in
      any
      event contribute to the amount paid or payable by the Indemnified Party, as
      a
      result of the loss, claim, damage, liability, cost or expense (other than a
      loss, claim, damage, liability, cost or expenses, the primary cause of which
      is
      the gross negligence or bad faith of the Indemnified Party), any excess of
      such
      amount over the amount of the fees actually received by the Indemnified Party
      hereunder.

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    
      
 

    Article
      9

    NON-DISCLOSURE

    


    9.1 
      Public
      Announcements and Disclosure to Regulatory Authorities.
      All
      information relating to the Agreement and the transaction contemplated therein
      shall be treated as confidential and no public disclosure shall be made by
      any
      Party without the prior approval of the Company and the Acquirer.
      Notwithstanding the provisions of this Article, the Parties hereto agree to
      make
      such public announcements and disclosure to the Regulatory Authorities of this
      Agreement promptly upon its execution all in accordance with the requirements
      of
      applicable securities legislation and regulations.

    


    Article
      10

    ASSIGNMENT
      AND AMENDMENT

    


    10.1 
      Assignment.
      Save
      and except as provided herein, no Party hereto may sell, assign, pledge or
      mortgage or otherwise encumber all or any part of its respective interest herein
      without the prior written consent of all of the other Parties
      hereto.

    


    10.2 Amendment.
      This
      Agreement and any provision thereof may only be amended in writing and only
      by
      duly authorized signatories of each of the respective Parties
      hereto.

    


    Article
      11

    FORCE
      MAJEURE

    


    11.1 
      Events.
      If any
      Party hereto is at any time prevented or delayed in complying with any
      provisions of this Agreement by reason of strikes, walk-outs, labor shortages,
      power shortages, fires, wars, acts of God, earthquakes, storms, floods,
      explosions, accidents, protests or demonstrations by environmental lobbyists
      or
      native rights groups, delays in transportation, breakdown of machinery,
      inability to obtain necessary materials in the open market, unavailability
      of
      equipment, governmental regulations restricting normal operations, shipping
      delays or any other reason or reasons beyond the control of that Party, then
      the
      time limited for the performance by that Party of its respective obligations
      hereunder shall be extended by a period of time equal in length to the period
      of
      each such prevention or delay.

    


    11.2 
      Notice.
      A Party
      shall, within seven calendar days, give notice to the other Parties of each
      event of force
      majeure
      under
      section “11.1” hereinabove, and upon cessation of such event shall furnish the
      other Parties with notice of that event together with particulars of the number
      of days by which the obligations of that Party hereunder have been extended
      by
      virtue of such event of force
      majeure
      and all
      preceding events of force
      majeure.

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    
      
 

    Article
      12

    ARBITRATION

    


    12.1 Arbitration.
      The
      Parties agree that all controversies, claims, disputes and matters in question
      arising out of, or related to, this Agreement, the performance under this
      Agreement, the breach of this Agreement or any other matter or claim whatsoever
      shall be decided by binding arbitration before the American Arbitration
      Association, utilizing the Commercial Arbitration Rules. Venue for any
      arbitration between the Parties shall be had and is mandatory in New York,
      New
      York to the exclusion of all other places of venue, for all matters that arise
      under this Agreement.

    


    Article
      13

    DEFAULT
      AND TERMINATION

    


    13.1 Default.
      The
      Parties hereto agree that if any Party hereto is in default with respect to
      any
      of the provisions of this Agreement (herein called the “Defaulting
      Party”),
      the
      non-defaulting Party (herein called the “Non-Defaulting
      Party”)
      shall
      give notice to the Defaulting Party designating such default, and within 10
      calendar days after its receipt of such notice, the Defaulting Party shall
      either:

    


    
      	 	
              (a)

            	
              cure
                such default, or commence proceedings to cure such default and prosecute
                the same to completion without undue delay;
                or

            


    

    


    
      	 	
              (b)

            	
              give
                the Non-Defaulting Party notice that it denies that such default
                has
                occurred and that it is submitting the question to arbitration as
                herein
                provided.

            


    

    


    13.2 Arbitration.
      If
      arbitration is sought, a Party shall not be deemed in default until the matter
      shall have been determined finally by appropriate arbitration under the
      provisions of Article “12” hereinabove.

    


    13.3 Curing
      the Default.
      If:

    


    
      	 	
              (a)

            	
              the
                default is not so cured or the Defaulting Party does not commence
                or
                diligently proceed to cure the default;
                or

            


    

    


    
      	 	
              (b)

            	
              arbitration
                is not so sought; or

            


    

    


    
      	 	
              (c)

            	
              the
                Defaulting Party is found in arbitration proceedings to be in default,
                and
                fails to cure it within five calendar days after the rendering of
                the
                arbitration award,

            


    

    


    the
      Non-Defaulting Party may, by written notice given to the Defaulting Party at
      any
      time while the default continues, terminate the interest of the Defaulting
      Party
      in and to this Agreement.

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    
      
 

    13.4 Termination.
      In
      addition to the foregoing it is hereby acknowledged and agreed by the Parties
      hereto that this Agreement will be terminated in the event that:

    


    
      	 	
              (a)

            	
              the
                Acquirer’s Ratification is not received within five business days of the
                due and complete execution of this Agreement by each of the Parties
                hereto;

            


    

    


    
      	 	
              (b)

            	
              the
                Acquirer fails to complete a successful and Acquirer’s Initial Due
                Diligence review of the Company’s business and operations within five
                calendar days of the prior satisfaction by the Acquirer of the Acquirer’s
                Ratification;

            


    

    


    
      	 	
              (c)

            	
              the
                conditions specified in section “5.1” hereinabove have not been satisfied
                at or prior to the Time of Closing;

            


    

    


    
      	 	
              (d)

            	
              either
                of the Parties hereto has not either satisfied or waived each of
                their
                respective conditions precedent at or prior to the Time of Closing
                in
                accordance with the provisions of Article “5”
                hereinabove;

            


    

    


    
      	 	
              (e)

            	
              either
                of the Parties hereto has failed to deliver or caused to be delivered
                any
                of their respective documents required to be delivered by Articles
“5” and
                “6” hereinabove at or prior to the Time of Closing in accordance with
                the
                provisions of Articles “5” and “6”;
                or

            


    

    


    
      	 	
              (f)

            	
              the
                Closing has not occurred on or before August 31, 2008, or such later
                date,
                all in accordance with section “6.2” hereinabove;
                or

            


    

    


    
      	 	
              (g)

            	
              by
                agreement in writing by each of the Parties
                hereto;

            


    

    


    and
      in
      such event this Agreement will be terminated and be of no further force and
      effect other than the obligations under Article “9” hereinabove.

    


    Article
      14

    NOTICE

    


    14.1 Notice.
      Each
      notice, demand or other communication required or permitted to be given under
      this Agreement shall be in writing and shall be sent by prepaid registered
      mail
      deposited in a post office addressed to the Party entitled to receive the same,
      or delivered to such Party, at the address for such Party specified above.
      The
      date of receipt of such notice, demand or other communication shall be the
      date
      of delivery thereof if delivered, or, if given by registered mail as aforesaid,
      shall be deemed conclusively to be the third calendar day after the same shall
      have been so mailed, except in the case of interruption of postal services
      for
      any reason whatsoever, in which case the date of receipt shall be the date
      on
      which the notice, demand or other communication is actually received by the
      addressee.

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    
      
 
14.2 Change
      of Address.
      Either
      Party may at any time and from time to time notify the other Party in writing
      of
      a change of address and the new address to which notice shall be given to it
      thereafter until further change.

    


    Article
      15

    GENERAL
      PROVISIONS

    


    15.1 
      Entire
      Agreement.
      This
      Agreement constitutes the entire agreement to date between the Parties hereto
      and supersedes every previous agreement, communication, expectation,
      negotiation, representation or understanding, whether oral or written, express
      or implied, statutory or otherwise, between the Parties with respect to the
      subject matter of this Agreement and including, without limitation, the
      agreement as between the Acquirer, the Vendors and the Company.

    


    15.2 
      Enurement.
      This
      Agreement will enure to the benefit of and will be binding upon the Parties
      hereto, their respective heirs, executors, administrators and
      assigns.

    


    15.3 
      Schedules.
      The
      Schedules to this Agreement are hereby incorporated by reference into this
      Agreement in its entirety.

    


    15.4 
      Time
      of the Essence.
      Time
      will be of the essence of this Agreement.

    


    15.5 
      Representation
      and Costs.
      It is
      hereby acknowledged by each of the Parties hereto that, as between the Parties
      hereto, Devlin Jensen, Barristers and Solicitors, acts solely for the Acquirer,
      and that each of the Vendors and the Company have been advised by Devlin Jensen
      to obtain independent legal advice with respect to their respective reviews
      and
      execution of this Agreement. In addition, it is hereby further acknowledged
      and
      agreed by the Parties hereto that each Party to this Agreement will bear and
      pay
      its own costs, legal and otherwise, in connection with its respective
      preparation, review and execution of this Agreement, and, in particular, that
      the costs involved in the preparation of this Agreement, and all documentation
      necessarily involved thereto, by Devlin Jensen shall be at the cost of the
      Acquirer.

    


    15.6 
      Applicable
      Law.
      This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of New York, regardless of the laws that might otherwise govern under
      applicable principles of conflicts of laws thereof, except to the extent the
      laws of the State of Nevada are mandatorily applicable to the
      Takeover.

    


    15.7Further
      Assurances.
      The
      Parties hereto hereby, jointly and severally, covenant and agree to forthwith,
      upon request, execute and deliver, or cause to be executed and delivered, such
      further and other deeds, documents, assurances and instructions as may be
      required by the Parties hereto or their respective counsel in order to carry
      out
      the true nature and intent of this Agreement.

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    
      
 
15.8 
      Severability
      and Construction.
      Each
      Article, section, paragraph, term and provision of this Agreement, and any
      portion thereof, shall be considered severable, and if, for any reason, any
      portion of this Agreement is determined to be invalid, contrary to or in
      conflict with any applicable present or future law, rule or regulation in a
      final unappealable ruling issued by any court, agency or tribunal with valid
      jurisdiction in a proceeding to any of the Parties hereto is a party, that
      ruling shall not impair the operation of, or have any other effect upon, such
      other portions of this Agreement as may remain otherwise intelligible (all
      of
      which shall remain binding on the Parties and continue to be given full force
      and agreement as of the date upon which the ruling becomes final).

    


    15.9 
      Captions.
      The
      captions, section numbers, Article numbers and Schedule numbers appearing in
      this Agreement are inserted for convenience of reference only and shall in
      no
      way define, limit, construe or describe the scope or intent of this Agreement
      nor in any way affect this Agreement.

    


    15.10 
      Currency.
      Unless
      otherwise stipulated, all references to money amounts herein shall be in lawful
      money of the United States.

    


    15.11 
      Counterparts.
      This
      Agreement may be signed by the Parties hereto in as many counterparts as may
      be
      necessary, and via facsimile if necessary, each of which so signed being deemed
      to be an original and such counterparts together constituting one and the same
      instrument and, notwithstanding the date of execution, being deemed to bear
      the
      effective Execution Date as set forth on the front page of this
      Agreement.

    


    15.12 
      No
      Partnership or Agency.
      The
      Parties hereto have not created a partnership and nothing contained in this
      Agreement shall in any manner whatsoever constitute any Party the partner,
      agent
      or legal representative of any other Party, nor create any fiduciary
      relationship between them for any purpose whatsoever. No Party shall have any
      authority to act for, or to assume any obligations or responsibility on behalf
      of, any other party except as may be, from time to time, agreed upon in writing
      between the Parties or as otherwise expressly provided.

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    
      
 
15.13 
      Consents
      and Waivers.
      No
      consent or waiver expressed or implied by either Party hereto in respect of
      any
      breach or default by any other Party in the performance by such other of its
      obligations hereunder shall:

    


    
      	 	
              (a)

            	
              be
                valid unless it is in writing and stated to be a consent or waiver
                pursuant to this section;

            


    

    


    
      	 	
              (b)

            	
              be
                relied upon as a consent to or waiver of any other breach or default
                of
                the same or any other obligation;

            


    

    


    
      	 	
              (c)

            	
              constitute
                a general waiver under this Agreement;
                or

            


    

    


    
      	 	
              (d)

            	
              eliminate
                or modify the need for a specific consent or waiver pursuant to this
                section in any other or subsequent
                instance.

            


    

    


    IN
      WITNESS WHEREOF
      each of
      the Parties hereto has hereunto executed this Agreement as of the Execution
      Date
      as set forth on the front page of this Agreement.

    

      
        	
                DONGYING
                  PHARMACEUTICAL CO,

              	
                )

              
	
                LIMITED,
                  the Company herein,

              	
                )

              
	 	 	
                )

              
	 	 	
                 )

              
	
                Per:

              	
                /s/
                  Le-Qun Lee Huang

              	
                )

              
	
                Authorized
                  Signatory

              	
                )

              
	 	 	
                )

              
	 	
                Le-Qun
                  Lee Huang, Director

              	
                )

              
	
                (print
                  name and title)

              	 
	 	 	 
	
                SINOBIOPHARMA,
                  INC.,
                  the

              	
                )

              
	
                Acquirer
                  herein,

              	
                )

              
	 	 	
                )

              
	 	 	
                 )

              
	
                Per:

              	
                /s/
                  Jianguo Wang

              	
                )

              
	
                Authorized
                  Signatory

              	
                )

              
	 	 	
                )

              
	 	
                Jianguo
                  Wang, President

              	
                )

              
	
                (print
                  name and title)

              	 


      

       

      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      

       

      
        
 

      
        	
                SIGNED
                  and DELIVERED by

              	
                )

              
	
                MORE
                  BIG GLOBAL LIMITED, BVI,

              	
                )

              
	
                a
                  Vendor herein,

              	
                )

              
	 	 	
                )

              
	 	 	
                 )

              
	
                Per:

              	
                /s/
                  Le-Qun Lee Huang

              	
                )

              
	
                Authorized
                  Signatory

              	
                )

              
	 	 	
                )

              
	 	
                Le-Qun
                  Lee Huang, Director

              	
                )

              
	
                (print
                  name and title)

              	
                 

              
	 	 	
                 

              
	
                EAST
                  TOP HOLDINGS LIMITED,

              	
                )

              
	
                a
                  Vendor herein,

              	
                )

              
	
                 

              	 	
                )

              
	 	 	
                 )

              
	
                Per:

              	
                /s/
                  Zhu-Fang Yang

              	
                )

              
	
                Authorized
                  Signatory

              	
                )

              
	 	 	
                )

              
	 	
                Zhu-Fang
                  Yang, Director

              	
                )

              
	
                (print
                  name and title)

              	
                 

              
	 	 	 
	
                GLOBAL
                  ADVOCATE HOLDINGS

              	
                )

              
	
                LIMITED,a
                  Vendor herein,

              	
                )

              
	 	 	
                )

              
	
                Per:

              	
                /s/
                  Chua Wei Kok

              	
                )

              
	
                Authorized
                  Signatory

              	
                )

              
	 	 	
                )

              
	 	 	
                 )

              
	 	
                Chua
                  Wei Kok, Director

              	
                )

              
	
                (print
                  name and title)

              	 
	 	 	 
	
                SINO
                  RUN INTERNATIONAL

              	
                )

              
	
                LIMITED,a
                  Vendor herein,

              	
                )

              
	 	 	
                )

              
	 	 	
                 )

              
	
                Per:

              	
                /s/
                  Xue Jun Chen

              	
                )

              
	
                Authorized
                  Signatory

              	
                )

              
	 	 	
                )

              
	 	
                Xue
                  Jun Chen, Director

              	
                )

              
	
                (print
                  name and title)

              	
                 

              


      

       

      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      

       

      
        
 

      
        	
                CHINA
                  SHARP HOLDINGS LIMITED,

              	
                )

              
	
                a
                  Vendor herein,

              	
                )

              
	 	 	
                )

              
	 	 	
                 )

              
	
                Per:

              	
                /s/
                  Weijia Li

              	
                )

              
	
                Authorized
                  Signatory

              	
                )

              
	 	 	
                )

              
	 	
                Weijia
                  Li, Director

              	
                )

              
	
                (print
                  name and title)

              	
                 

              


      

    

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

    
      
 

    Schedule
      A

    


    This
      is
      Schedule “A” to that certain Share Exchange Agreement among Sinobiopharma Inc.,
      Dongying Pharmaceutical Co, Limited and the vendor shareholders of Dongying
      Pharmaceutical Co, Limited.

    


    Company
      Stock and Vendors

    

      
        	
                Authorized
                  Capital:

              	
                50,000
                  common shares

              
	 	 
	
                Issued
                  Capital:

              	
                400
                  common shares

              
	 	 
	
                Vendors:

              	
                 

              
	
                More
                  Big Global Limited, BVI:

              	
                108
                  common shares

              
	
                1225
                  Prince’s Building

              	 
	
                10
                  Charter Road

              	 
	
                Central,
                  Hong Kong

              	 
	 	 
	
                East
                  Top Holdings Limited

              	
                92
                  common shares

              
	
                1225
                  Prince’s Building

              	 
	
                10
                  Charter Road

              	 
	
                Central,
                  Hong Kong

              	 
	 	 
	
                Global
                  Advocate Holdings Limited

              	
                86
                  common shares

              
	
                1225
                  Prince’s Building

              	 
	
                10
                  Charter Road

              	 
	
                Central,
                  Hong Kong

              	 
	 	 
	
                Sino
                  Run International Limited

              	
                75
                  common shares

              
	
                1225
                  Prince’s Building

              	 
	
                10
                  Charter Road

              	 
	
                Central,
                  Hong Kong

              	 
	 	 
	
                China
                  Sharp Holdings Limited

              	
                39
                  common shares

              
	
                1225
                  Prince’s Building

              	 
	
                10
                  Charter Road

              	 
	
                Central,
                  Hong Kong

              	 


      

    

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    
      
 

    Schedule
      B

    


    This
      is
      Schedule “B” to that certain Share Exchange Agreement among Sinobiopharma Inc.,
      Dongying Pharmaceutical Co, Limited and the vendor shareholders of Dongying
      Pharmaceutical Co, Limited.

    


    Financial
      Statements

    


    
      	
            	1.	
              Audited
                Financial Statements for Dongying Pharmaceuticals Co, Limited for
                the
                fiscal year ended December 31, 2007;
                and

            


    

    


    
      	
            	2.	
              Unaudited
                Financial Statements for Dongying Pharmaceuticals Co. Limited for
                the five
                month period ended May 31, 3008.

            


    

    


    Refer
      to the attached materials

     

      
        

      

       

      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      

       

      
        
 

    

    Schedule
      C

    


    This
      is
      Schedule “C” to that certain Share Exchange Agreement among Sinobiopharma Inc.,
      Dongying Pharmaceutical Co, Limited and the vendor shareholders of Dongying
      Pharmaceutical Co, Limited.

    


    Material
      Contracts

    


    
      	
            	1.	
              Building
                and Loan Agreement between Cyton International, Inc. and Nantong
                Economy
                and Technology Development Zone, dated March 29,
                2004.

            


    

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

       

      
        
 

    

    Schedule
      D

    


    This
      is
      Schedule “D” to that certain Share Exchange Agreement among Sinobiopharma Inc.,
      Dongying Pharmaceutical Co, Limited and the vendor shareholders of Dongying
      Pharmaceutical Co, Limited.

    


    Encumbrances

    


    None.

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

       

      
        
 

    

    Schedule
      E

    


    This
      is
      Schedule “E” to that certain Share Exchange Agreement among Sinobiopharma Inc.,
      Dongying Pharmaceutical Co, Limited and the vendor shareholders of Dongying
      Pharmaceutical Co, Limited.

    


    Pending,
      Outstanding or Unresolved Claims or Grievances

    


    None.

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

     

    
      
 
Schedule
      F

    


    This
      is
      Schedule “F” to that certain Share Exchange Agreement among Sinobiopharma Inc.,
      Dongying Pharmaceutical Co, Limited and the vendor shareholders of Dongying
      Pharmaceutical Co, Limited.

    


    Banks
      and Bank Accounts

    


    Refer
      to the attached materials

     

      
        

      

       

      
        
          
          

        

        
          44